Order Execution Policy

Version Control

Name of the procedure	YHIT_Order Execution Policy
Owner of the procedure	Head of Risk / CFO

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Version	Date Effected	Author	Approved	Comments
V1	23.06.2025	S. Tonutti	Board of Directors	Creation of the procedure

Table of Content

Definitions

1. Introduction

1.1. General description of the services

1.2 Objectives

1.3. Reviewing Execution Policy

2. Factors and principles

2.1. General principles

2.2. Execution factors

2.2.1 Price of execution

2.2.2 Cost of execution

2.2.3 Likelihood of Order execution

2.2.4 Speed of execution

2.2.6 Size of execution

3. Best possible results

4. Possible Orders to execute

5. Exchange venues and liquidity providers

6. Inducement

7. Client’s Consent

9. Order Handling (Order execution strategy)

10. Reporting of executed transactions

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Definitions

For the purpose of this Policy, and unless expressly indicated otherwise, capitalised terms used herein have the respective meanings ascribed specifically to them or, failing that, the one indicated below:

“Business Relationship” means a business, professional, or commercial relationship connected with the professional activities of the Company (as defined below) and which was expected, at the time when the contract was established, to have an element of duration. The Business Relationship primarily covers (1) the Client and, if there is no Client, the person acting on behalf of the Client by law or contract; (2) where applicable, the Client's beneficial owner(s).
“Client” means any legal or physical person aiming to conclude a Business Relationship or conduct a single transaction with the Company
“Conversion Service”: means the service offered by the Company consisting of the execution of spot transactions for selling and buying of Cryptoassets by using Fiat, and for converting Cryptoassets into other Cryptoassets, under the any of the models defined in Articles 3.1.(19(20) or (21) MiCA.

“Cryptoasset*1” It refers to those Cryptoassets supported and made available at the Platform for use in connection with the Custody Service offered by the Company. The Company only supports Cryptoassets which fall under the definition of tokens other than Asset-reference Tokens (ARTs) and Electronic Money Tokens (EMTs) as defined under MiCA, as well as EMTs whose issuer has been duly authorised as Electronic Money Institutions (EMIs) in accordance with Article 48 of MiCA, and operate under Directive 2009/110/EC*2, as transposed into national legislation by the competent Member State;

“Company” or “YHIT” means the company YouHodler Italy s.r.l

“Execution of orders for crypto-assets on behalf of clients” means the conclusion of agreements, on behalf of clients, to purchase or sell one or more crypto-assets or the subscription on behalf of clients for one or more crypto- assets, and includes the conclusion of contracts to sell crypto-assets at the moment of their offer to the public or admission to trading.
Fiat: means an official currency of a country that is issued by a central bank or other monetary authority.
Liquidity Provider: refers to the exchange platforms authorised under article 59 MiCA, connected or somehow integrated in the Platform via API connections, whereby Cryptoassets pricing is set and Orders may be executed.

“Order” means an order for the purchase or sale of Digital-Assets within the Platform operated through the Company

“Platform”: refers to the platform available at: https://app.youhodler.com/sign-in, which can be accessible through the website https://www.youhodler.eu or through the mobile app available in Appstore or Playstore, whereby the Company offers the Services.

“MICAR” means the Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets

1. Introduction

1.1. General description of the services

YouHodler Italy S.r.l. (“YHIT” or the “Company”) offers a range of regulated services through its Platform. In addition to the different custody and administration solutions, the Company provides Clients with access to advanced Conversion Services, enabling the execution of spot transactions. These services allow clients to buy and sell cryptoassets against fiat currencies (such as EUR, CHF, and USD) as well as exchange between different Cryptoassets, all through a seamless and cutting-edge interface.

Additionally, the Conversion Service is supported by all types of integrated payment solutions, such as bank wires, and credit/debit cards, which allow users to easily top-up and withdraw funds, in order to execute their conversion transaction. In addition, back-end integration with leading global exchanges secures the best exchange rate, instant execution and avoids lack of liquidity risks.

The Conversion Service may be offered by YHIT under one of the following basis *3:

“exchange of cryptoassets for funds or for cryptoassets”, whereby spot transactions of sale and purchase of cryptoassets are executed against proprietary funds or cryptoassets
“execution-only”, whereby YHIT executes Clients’s Order to sell or buy on a Liquidity Provider, third-party trading platform service provider.

For further details on the Services and model under which they are offered , please consult Annex 3.2(c) related to the “Description of the Services”.

1.2 Objectives

This Order Execution Policy (hereinafter the “Policy”) describes, for the various types of services provided and products offered, the guiding principles and measures adopted by YHIT to ensure, on a consistent basis, the best possible result following the Execution of Orders given by its Clients.

In order to obtain the best possible result for the Client, when executing or transmitting an Order, the Company assesses the following execution factors, which will be described in the following paragraphs: price, costs, speed and likelihood of execution and settlement, size, nature of the order or any other consideration relevant to its execution.

If the Client gives specific instructions, the Company is required to comply with them, limited to the elements covered by the instructions received, and must therefore execute the order in accordance with those instructions, even if this means deviating from the provisions of the Policy.

The Client's instructions do not release the Company from its obligations to execute the order on the best terms with regard to any other parts or aspects of the Client's Order that are not covered by those instructions*4.

1.3. Reviewing Execution Policy

As part of its obligation to obtain the best possible result for the Client, the Company reviews its Execution Policy at least on an annual basis in the event of a material change. A material change is defined as a significant event with a potential impact on obtaining the best possible execution for the Client.

The function which has the ownership of this Policy is the Head of Risk, who shall ensure compliance and avoidance of risk and thus drafting and reviewing it with the Chief Financial Officer inputs.

2. Factors and principles

2.1. General principles

When the Company executes an Order on behalf of a Client, it apply the following general principles:

prompt and accurate recording and allocating of Order;
comparable Orders, will be carried out sequentially and promptly unless the characteristics of the Order or prevailing market conditions make this impractical;
promptly inform Clients, on a best efforts basis, about any material difficulty relevant to the proper carrying out of Orders;
take all reasonable steps to ensure that any Client’s Cryptoassets or Client’s funds received in settlement, are promptly and correctly delivered to the account of the appropriate Client; and
information regarding Client Orders will be treated as confidential, to the extent permissible by law, and YHIT will take all reasonable steps to prevent the misuse of such information. YHIT puts in place protocols and ensures that employees adhere to them to protect sensitive information, data, and everything related Client Orders through a multi-faceted approach that includes implementing strong password policies, using encryption for sensitive data, limiting access to confidential information, training employees on security protocols, and regularly updating security measures. Along with these fundamental measures, YHIT implements two-factor authentication (“2FA”), which adds an extra layer of protection to sensitive systems, supported also by regular security audits and vulnerability assessments.*5

2.2. Execution factors

When executing Clients’s Orders through YHIT’s Platform, whether via website or the mobile app, the following factors should be considered in order to achieve the best possible result:

price of execution
cost of execution
likelihood of Order execution
speed of execution
settlement and
size of execution

YHIT will regard the price and liquidity as the most important execution factors regarding the execution of a Client Order. However, YHIT may alter this order when deciding that other execution factors might be more important in ensuring the best possible result for the Client.

2.2.1 Price of execution

For any given Order, the Company shall immediately execute the Client’s Order with the best (lowest for buying, highest for selling) price possible, even if the best price shall be achieved by carrying out a multitude of transactions in order to achieve a better price. The Platform will compare the prices available on exchanges connected to its Platform, and will automatically carry out the price comparison and execute the Order based on the best price available.

2.2.2 Cost of execution

All fees accrued to the Company in the execution of Client’s Orders must be paid by the Client. The total fees will be deducted upon the delivery of the order to the Client's account. Fees may be charged either in the form of a percentage of the overall value of the Order or as a fixed amount. The fees are published on the YHIT’s website.

2.2.3 Likelihood of Order execution

When handling orders of larger than usual size, YHIT exercises discretion in its execution approach. This discretion extends to scenarios where the Order surpasses the typical market size or where the act of executing or disclosing it to market participants could significantly impact the market dynamics.

2.2.4 Speed of execution

Due to the levels of volatility affecting both price and volume, the Company seeks to provide Clients’ Orders with the fastest execution reasonably possible. To that end, the settlement of the Cryptoasset is also taken into consideration as part of the execution process.

2.2.6 Size of execution

In accordance with an objective and non-discriminatory manner, the Company reserves the right to decline an Order, exercising its own discretion with regard to instances that are subject to scrutiny by the Head of Risk.

The list of these factors is non-exhaustive and other relevant factors could be considered.

3. Best possible results

The Company will ensure that all the Orders transmitted through the YHIT’s website are executed in accordance with Client requests and are within the parameters created by the features on the Website. In following the Orders as specified by the Client, YHIT will also take all sufficient steps to obtain the best possible result under the relevant circumstances when executing Client’s Order.

4. Possible Orders to execute

Clients can execute any of the following Order when using the Conversion Service under the execution of Order on behalf of the Client model as described under Article 3.1.(21) of MiCA *6:

Orders which allow for the conversion of a Fiat Currency into a Cryptoasset;
Orders which allow for the conversion of a Cryptosset into another CryptoAsset;
Orders which allow for the purchase of Fiat Currencies with a Cryptoasset;
Orders which allow for the purchase of a Cryptoasset with another Cryptoasset; and
Orders which allow for the purchase of a Cryptoasset by using a Fiat Currency.

The Company does not offer the Conversion Service under the “execution of orders on behalf of clients” model when clients buy or sell electronic money tokens (EMTs), specifically USDC or EURC (the only EMTs available on the Platform). Instead, in these cases, the Conversion Service operates under the model of “exchange of crypto-assets against funds using proprietary capital”, as defined in Article 3(1)(19) of MiCA, with the Company acting as the principal counterparty to the transaction. For the rest of Conversion transactions, where Clients buy, sell or convert Cryptoasset other than EMTs, the Company will be offering the Conversion Service under the model of "execution or order on behalf of clients”, defined by MiCA in Article 3.1.(21).

In the event of additional features being added to the YHIT’s Platform, this Policy shall be reviewed in order to include the newly added features.

5. Liquidity Providers

The execution of Orders submitted by the Client, who defines the specific parameters of each conversion Order, is carried out by the Company on behalf of the Client through a connected Liquidity Provider (e.g., Binance or Kraken) integrated into the Platform via API. The Company executes the Order strictly in accordance with the parameters previously set by the Client, ensuring at all times the best possible result for the Client. In this context, the Company acts as an intermediary, executing the Order directly and strictly following the instructions of the Client.

The underlying transactional structure remains a Cryptoasset conversion, where the Client specifies the parameters of the transaction and the Company executes it through external Liquidity Providers: all such operations are conducted strictly on an execution-only basis, without any form of personal recommendation or advisory input.

The Company will actively monitor and oversee the performance of its selected Liquidity Providers to ensure that the best possible result is consistently achieved for its Clients. To this end, and without prejudice to the automated systems already in place, the Company will conduct quarterly reviews of the quality of execution delivered by each Liquidity Provider. These reviews aim to assess factors such as pricing, speed, reliability, and overall execution efficiency, allowing the Company to take corrective measures when necessary and uphold its best execution obligations.

The Company has listed a string of exchange venues connected via API to the Platform, who will be acting as Liquidity Provider, where Order of the Clients will be executed. The selection of these Liquidity Providers takes place by considering, among other factors, the following:

execution factors
a good reputation;
market share;
good coverage of market venues and mechanisms;
settlement factors;
lower cost of execution;
best execution policy;
commercial terms completed (execution fees, funding cost);
and connectivity.

At this stage, the Company has integrated a list of exchange venues through which Orders are executed following a predefined priority order, with the primary objective of achieving the best possible result for the Client. While price and cost are key considerations, other factors, such as available liquidity, may, in certain cases, take precedence to ensure effective execution. This entails that the list does not always consider as the best option the one with lower costs, but the one with best prices and liquidity, as it is the case, for instance of Binance. The current priority list of Liquidity Providers is as follows:

Binance
Bybit
Kraken
Okex

6. Inducement

The Company does not accept any monetary or non-monetary benefits from third parties that would conflict with applicable regulatory requirements. In particular, the Company has implemented a robust internal policy and operational framework to prevent any form of inducement that may improperly influence the selection of one exchange venue over another for the execution of Client Orders.

Execution decisions are made solely in the interest of the Client, based on objective criteria such as price, cost, speed, and liquidity, as outlined in this Policy. The Company ensures that no commercial arrangement or incentive with any Liquidity Provider undermines this principle. In all cases, Client interest clearly prevails over any benefit to a third-party provider.

This mechanism is supported by ongoing monitoring, internal controls, and a governance structure designed to identify, prevent, and manage potential conflicts of interest, ensuring full alignment with the best execution standards and transparency obligations under the applicable regulatory framework (see Annex 7 “Conflict of Interest Policy”).

7. Client’s Consent

By accepting the Specific Terms and Conditions for the Conversion Service on the Platform, including any applicable addendums, the Client automatically enters into a Client Agreement with the Company and expressly consents to the terms set forth therein, which incorporate the key principles and provisions of this Policy for execution of order on behalf of Clients.

Notwithstanding the foregoing, in a second phase, when the Execution Order is made via the Platform, the Client must flag 2 (two) different check boxes: (i) one for the verification and confirmation of the parameters of the transaction, and (ii) another one to accept that the Execution will be executed under the model described herein, facilitating to that end a link where the Clients will be able to read the conditions according to which the service will be executed.

Any amendments to the Company’s Terms and Conditions shall be previously communicated to the Client and provide them with a reasonable timeframe to provide their consent or in case where there is no consent, a reasonable timeframe to terminate using the Conversion Service under this model or, even, to terminate the Business Relationship with the YHIT.

All applicable fees are made available to the Client on the Platform by accessing to the following link:

https://help.youhodler.com/en/articles/4111076-youhodler-commissions-and-limits.

8. Best execution criteria

When executing Client Orders, the Company assesses the relative importance of various factors based on the following criteria:

The characteristics of the Client (e.g., category, trading profile, or objectives);
The characteristics of the specific Order (e.g., size, type, or urgency); and
The characteristics of the execution routes calculated by the Platform.

This approach ensures that each Order is handled in a manner that consistently aims to deliver the best possible result for the Client, in line with this Policy.

9. Order Handling (Order execution strategy)

The Platform will automatically execute the Clients’s Order in accordance with the best execution criteria and factors outlined above and the Company shall further proceed to:

Ensure that Orders executed for Clients through the Platform are promptly and accurately recorded and allocated in terms of the recording procedures; and
Ensure that otherwise comparable Orders are carried out in sequence and promptly subject to market conditions at the time when the Order is carried out.

Through the Website and the Platform, the Company shall only be responsible for the confirmation of execution or cancellation of the Order made by the Client: an acknowledgment of the Order shall be given by the Company through the Website.

The Company shall reserve the right to make further inquiries on the Order submitted by the Client through the Platform, especially in the occurrence of issues regarding the size of the Order and/or any other issues that may arise due to the application of the Company’s internal Anti-Money Laundering policies.

While the bulk of Order execution or transmission is performed automatically using market execution method, the Company also reserves the right to execute Clients’ Order requests manually in demanding circumstances. This approach, however, shall be avoided as a rule.

10. Reporting of executed transactions

YHIT will swiftly notify Clients after each executed transaction. The statement will be available , with the following information:

the day and time of the trade;
the order type;
the information according to which it has executed the Client's order on its own account or the identification of the trading platform for Crypto-Assets;
the identification of the Crypto-asset;
the buy/sell indicator;
the quantity;
the unit price;
the amount of fees applied by the services provider; and
the total price.

11. Monitoring and review of the Order Execution strategy

YHIT periodically checks the effectiveness of its strategy and the quality of execution achieved by the Execution venues, remedying any shortcomings identified: it is able to demonstrate to the Client, upon request, that it has executed the Order in accordance with the provisions set out in the strategy itself.

The controls are designed to verify that: the correct strategy chosen by the Client has been applied to the Client’s order; Orders have been executed/transmitted on approved execution venues; approved execution venues continue to guarantee the conditions set out and assessed at the time of their approval.

In order to verify the quality of the revenues, and how they work, YHIT has integrated internal monitoring tools, which analyze in real time all parameters. Without prejudice to the above, YHIT reviews the strategy on an annual basis, as well as the order execution arrangements, also on the basis of the controls described above.

It also reviews the strategy on an extraordinary basis to incorporate any changes to be made following changes in the performance of its activities in the area of execution services, and whenever there is a significant change that makes it impossible to continue to achieve the best possible result in the Execution of Client Orders from a long-term perspective.

If, following the review, significant changes are made to the strategy, YHIT will notify its customers of such changes by publishing the new version of the strategy on its website.

To prevent the incorrect use, by the Company’s employees, of information concerning client orders YHIT has put in place measures to ensure that those responsible are held accountable, as well as a series of risk mitigation measures*7 that are assessed on a case-by-case basis, subject to the opinion of the Head of Risk.

In any case the Company offers a cyclical training programme for employees (of the entire group YouHodler), aimed at increasing and improving awareness of financial issues and consisting of webinars and e-learning platforms.

*1 Crypto-assets as defined by article 3.1.5 of the Regulation (EU) 2023/114, of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets (MICAR), and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937

*2 Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC (Text with EEA relevance).

*3 According to the services list enumerated under article 3.1 Definitions of MICA

*4 As stated at article 78 MICAR Execution of orders for crypto assets on behalf of clients.

*5 For further details please refer to YHIT IT policies, drafted in compliance to DORA too.

*6 Conversion Services may be offered by the Company through various operational modalities, each corresponding to a specific cryptoasset service as defined under MiCA. One such modality includes the exchange of crypto-assets against funds (Fiat) or other cryptoassets by using proprietary capital, as set forth in Article 3.1.(19) and (20) of MiCA. This service entails the execution of a purchase of EMTs (Fiat - USDC or EURC) or a sale of EMTs (USDC or EURC - Fiat), performed by the Company on a principal basis, whereby the Company acts as the counterparty to the client, using its own proprietary capital: the Company may enter the transaction either as a buyer or seller, depending on the direction of the request of the Client, with settlement occurring through the Company’s internal wallet infrastructure (omnibus account - company’s account). For further specifications refer to the Policy “Description of Crypto Assets and Services”. The other modality, which is the object of this Policy, is the Execution of order on behalf of the Clients model

*7 They are generally disciplinary sanctions, pursuant to Italian Labour Laws (in particular L. 300/1970 (“Statuto dei Lavoratori”)